determinations to be made pursuant to the above section Determination of SOFR have been satisfied) and shall be entitled to rely upon any determination or designation of such a rate
(and any Benchmark Replacement Adjustment or Benchmark Replacement Conforming Changes, or other modifier) by the calculation agent, or our designee, or (ii) liability for any failure or delay by us or our designee in performing our respective
duties under the Indenture, or the notes as a result of the unavailability of SOFR, or any other Benchmark Replacement described herein or the failure of a Benchmark Replacement to be adopted.
Optional Redemption
On at least 5 days but no more
than 60 days prior written notice mailed to the registered holders of the notes, we may redeem the notes in whole, but not in part, on, and only on, February 20, 2028, at a redemption price equal to 100% of the principal amount of the notes
being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
Notwithstanding any of the foregoing,
installments of interest on the notes that are due and payable on an interest payment date falling on or prior to the redemption date will be payable on the interest payment date to the registered holders thereof as of the close of business on the
relevant record date in accordance with the notes and the Indenture. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes.
Events of Default
The following are events of
default with respect to the notes (whatever the reason for such event of default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body):
(1) default in the payment of any interest upon the notes when it becomes due
and payable, and continuance of such default for a period of 30 days;
(2) default in the payment of the principal of or any premium on
the notes at their maturity, and continuance of such default for a period of 30 days;
(3) the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in respect of State Street in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of State Street or all or substantially all of its property, or ordering the winding up or liquidation of its affairs, and, in the case of either
clause (A) or (B), the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or
(4) the commencement by State Street of a voluntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency,
reorganization or other similar law, or the consent by it to the entry of a decree or order for relief in respect of State Street in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization
or other similar law, or the consent by it to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of State Street or of all or substantially all of its property, or
the taking of corporate action by State Street in furtherance of any such action.
No other defaults under or breaches of the Indenture or the notes will
result in an event of default, whether after notice, the passage of time or otherwise. However, certain events may give rise to a covenant breach, as described under the heading Description of Debt Securities Covenant Breaches under the
Senior Indenture in the accompanying prospectus.
S-29